ARKOW ARKO Corporation

 

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549

 

FORM 8-K

 

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): November 07, 2024

 

 

ARKO Corp.

(Exact name of Registrant as Specified in Its Charter)

 

 

Delaware			001-39828	85-2784337
(State or Other Jurisdiction of Incorporation)			(Commission File Number)	(IRS Employer Identification No.)
8565 Magellan Parkway Suite 400
Richmond, Virginia				23227-1150
(Address of Principal Executive Offices)				(Zip Code)

 

Registrant’s Telephone Number, Including Area Code: (804) 730-1568

 

(Former Name or Former Address, if Changed Since Last Report)

 

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

Securities registered pursuant to Section 12(b) of the Act:

Title of each class		Trading Symbol(s)		Name of each exchange on which registered
Common Stock, $0.0001 par value per share		ARKO		The Nasdaq Stock Market LLC
Warrants, each warrant exercisable for one share of Common Stock at an exercise price of $11.50		ARKOW		The Nasdaq Stock Market LLC

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§ 230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§ 240.12b-2 of this chapter).

Emerging growth company ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

 

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Item 2.02 Results of Operations and Financial Condition.

On November 7, 2024, ARKO Corp., a Delaware corporation (the “Company”), issued a press release announcing its financial results for the quarter ended September 30, 2024. A copy of the press release is furnished as Exhibit 99.1 to this Current Report on Form 8-K and is incorporated by reference into this Item 2.02.

 

Item 7.01 Regulation FD Disclosure.

The information contained in Item 2.02 of this Current Report on Form 8-K is incorporated by reference into this Item 7.01.

The information contained in this Current Report on Form 8-K, including Exhibit 99.1 furnished herewith, is being furnished and shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (“Exchange Act”), or otherwise subject to the liabilities of that Section and shall not be incorporated by reference into any filing under the Securities Act of 1933, as amended, or the Exchange Act except to the extent expressly stated in such filing.

 

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits.

Exhibit Number		Description
99.1		Press Release issued by ARKO Corp. on November 7, 2024.
104		Cover Page Interactive Data File (embedded within the Inline XBRL document)

 

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SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.

			ARKO CORP.
Date:	November 7, 2024	By:	/s/ Arie Kotler
		Name: Title:	Arie Kotler Chairman of the Board, President and Chief Executive Officer

 

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ARKO Corp. Reports Third Quarter 2024 Results

ARKO Corp. (Nasdaq: ARKO) (“ARKO” or the “Company”), a Fortune 500 company and one of the largest convenience store operators in the United States, today announced financial results for the third quarter ended September 30, 2024.

Third Quarter 2024 Key Highlights (vs. Year-Ago Quarter)1,2

 

 

Other Key Highlights

 

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“As our customers continue to face macroeconomic pressure related to inflation and elevated prices for everyday goods, we continue to focus on delivering essential value to our customers,” said Arie Kotler, Chairman, President, and CEO of ARKO.

 

Mr. Kotler continued: “Our focus on operational excellence, improving customer offerings, and strengthening store-level performance remains a top priority. We believe that we are well-positioned to manage near-term macroeconomic challenges, and we remain confident in ARKO’s long-term potential for sustained growth. We believe the improvements in our operations and investments in our stores will guide us through the current environment and build the foundation for our multi-year transformation.”

Third Quarter 2024 Segment Highlights

Retail

	For the Three Months Ended September 30,								For the Nine Months Ended September 30,
	2024				2023				2024				2023
	(in thousands)
Fuel gallons sold		283,189				300,796				822,134				843,286
Same store fuel gallons sold decrease (%) 1		(6.6	%)			(5.3	%)			(6.6	%)			(4.5	%)
Fuel contribution 2	$	117,090			$	121,266			$	328,004			$	325,986
Fuel margin, cents per gallon 3		41.3				40.3				39.9				38.7
Same store fuel contribution 1,2	$	113,192			$	118,250			$	306,673			$	317,828
Same store merchandise sales (decrease)   increase (%) 1		(7.7	%)			0.1	%			(5.7	%)			1.4	%
Same store merchandise sales excluding   cigarettes (decrease) increase (%) 1		(5.7	%)			1.0	%			(4.3	%)			3.9	%
Merchandise revenue	$	469,616			$	506,425			$	1,358,519			$	1,391,274
Merchandise contribution 4	$	154,019			$	160,726			$	444,696			$	438,349
Merchandise margin 5		32.8	%			31.7	%			32.7	%			31.5	%
Same store merchandise contribution 1,4	$	147,223			$	154,719			$	413,992			$	424,789
Same store site operating expenses 1	$	192,548			$	195,334			$	557,425			$	555,631
1 Same store is a common metric used in the convenience store industry. We consider a store a same store beginning in the first quarter in which the store had a full quarter of activity in the prior year. Refer to Use of Non-GAAP Measures below for discussion of this measure.
2 Calculated as fuel revenue less fuel costs; excludes the estimated fixed margin or fixed fee paid to GPMP for the cost of fuel.
3 Calculated as fuel contribution divided by fuel gallons sold.
4 Calculated as merchandise revenue less merchandise costs.
5 Calculated as merchandise contribution divided by merchandise revenue.

 

Total merchandise contribution for the third quarter of 2024 decreased $6.7 million, or 4.2%, compared to the third quarter of 2023, primarily due to a decrease in same store merchandise contribution of approximately $7.5 million and a decrease from underperforming retail stores that were closed or converted to dealers, which was partially offset by approximately $2.7 million in incremental

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merchandise contribution from recent acquisitions. Same store merchandise contribution decreased primarily due to lower same store sales caused by a decline in customer transactions reflecting the challenging macro-economic environment. The impact of the same store sales decline was partially offset by an increase in same store merchandise margin rate, which increased 100 basis points as compared to the year-ago period.

For the third quarter of 2024, retail fuel contribution decreased $4.2 million to $117.1 million compared to the prior year period, with gallon demand declines reflecting the challenging macro-economic environment. The impact of the gallon demand decline was partially offset by resilient fuel margin capture of 41.3 cents per gallon, which was up 1.0 cent per gallon compared to the third quarter of 2023. The decline in retail fuel contribution was caused by a reduction in same store fuel contribution of $5.1 million and a decrease from underperforming retail stores that were closed or converted to dealers, which was partially offset by incremental fuel contribution from recent acquisitions of approximately $2.2 million.

Wholesale

	For the Three Months Ended September 30,								For the Nine Months Ended September 30,
	2024				2023				2024				2023
	(in thousands)
Fuel gallons sold – fuel supply locations		203,187				205,836				593,479				601,399
Fuel gallons sold – consignment agent locations		39,155				45,365				115,997				127,861
Fuel contribution 1 – fuel supply locations	$	12,077			$	13,222			$	35,926			$	36,896
Fuel contribution 1 – consignment locations	$	11,283			$	13,107			$	32,150			$	34,412
Fuel margin, cents per gallon 2 – fuel supply locations		5.9				6.4				6.1				6.1
Fuel margin, cents per gallon 2 – consignment agent locations		28.8				28.9				27.7				26.9
1 Calculated as fuel revenue less fuel costs; excludes the estimated fixed margin or fixed fee paid to GPMP for the cost of fuel.
2 Calculated as fuel contribution divided by fuel gallons sold.

 

In wholesale, total fuel contribution was approximately $23.4 million for the third quarter of 2024 compared to $26.3 million for the third quarter of 2023. Fuel contribution for the third quarter of 2024 at fuel supply locations decreased by $1.2 million, and fuel contribution at consignment agent locations decreased by $1.8 million, compared to the prior year period, with corresponding decreases in fuel margin per gallon, primarily due to decreased prompt pay discounts related to lower fuel costs and lower volumes. For the third quarter of 2024, site operating expenses decreased by $0.2 million compared to the prior year period.

Fleet Fueling

	For the Three Months Ended September 30,								For the Nine Months Ended September 30,
	2024				2023				2024				2023
	(in thousands)
Fuel gallons sold – proprietary cardlock locations		34,089				34,277				103,216				97,710
Fuel gallons sold – third-party cardlock locations		3,105				2,985				9,575				6,631
Fuel contribution 1 – proprietary cardlock locations	$	15,699			$	13,497			$	46,789			$	41,539
Fuel contribution 1 – third-party cardlock locations	$	482			$	794			$	1,168			$	971

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Fuel margin, cents per gallon 2 – proprietary cardlock   locations		46.1				39.4				45.3				42.5
Fuel margin, cents per gallon 2 – third-party cardlock   locations		15.5				26.6				12.2				14.6
1 Calculated as fuel revenue less fuel costs; excludes the estimated fixed fee paid to GPMP for the cost of fuel.
2 Calculated as fuel contribution divided by fuel gallons sold.

 

In fleet fueling, fuel contribution increased by $1.9 million compared to the third quarter of 2023. At proprietary cardlocks, fuel contribution increased by $2.2 million, and fuel margin per gallon also increased for the third quarter of 2024 compared to the third quarter of 2023. At third-party cardlock locations, fuel contribution decreased by $0.3 million, and fuel margin per gallon also decreased for the third quarter of 2024 compared to the third quarter of 2023. These changes were primarily due to differing market conditions impacting the third quarters of 2024 and 2023.

Site Operating Expenses

For the quarter ended September 30, 2024, convenience store operating expenses decreased $3.1 million, or 1.5%, as compared to the prior year period, primarily due to a decrease in same store expenses of $2.8 million, or 1.4%, and a decrease from underperforming retail stores that were closed or converted to dealers. This decline in same store expenses was primarily related to lower personnel costs and lower credit card fees. These decreases were partially offset by $3.8 million of incremental expenses related to recent acquisitions.

Liquidity and Capital Expenditures

As of September 30, 2024, the Company’s total liquidity was approximately $869 million, consisting of approximately $292 million of cash and cash equivalents and approximately $577 million of availability under lines of credit. Outstanding debt was $885 million, resulting in net debt, excluding lease related financing liabilities, of approximately $593 million. Capital expenditures were approximately $29.3 million for the quarter ended September 30, 2024.

Quarterly Dividend and Share Repurchase Program

The Company’s ability to return cash to its stockholders through its cash dividend program and share repurchase program is consistent with its capital allocation framework and reflects the Company’s confidence in the strength of its cash generation ability and strong financial position.

 

The Board declared a quarterly dividend of $0.03 per share of common stock to be paid on December 3, 2024 to stockholders of record as of November 19, 2024.

There was approximately $25.7 million remaining under the share repurchase program as of September 30, 2024.

 

Company-Operated Retail Store Count and Segment Update

The following tables present certain information regarding changes in the retail, wholesale and fleet fueling segments for the periods presented:

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	For the Three Months Ended September 30,								For the Nine Months Ended September 30,
Retail Segment	2024				2023				2024				2023
Number of sites at beginning of period		1,548				1,547				1,543				1,404
Acquired sites		—				7				21				166
Newly opened or reopened sites		1				1				2				4
Company-controlled sites converted to
consignment or fuel supply locations, net		(49	)			(2	)			(51	)			(13	)
Closed or divested sites		(9	)			(1	)			(24	)			(9	)
Number of sites at end of period		1,491				1,552				1,491				1,552

 

	For the Three Months Ended September 30,								For the Nine Months Ended September 30,
Wholesale Segment 1	2024				2023				2024				2023
Number of sites at beginning of period		1,794				1,824				1,825				1,674
Acquired sites		—				—				—				190
Newly opened or reopened sites 2		10				34				30				58
Consignment or fuel supply locations converted
from Company-controlled or fleet fueling sites, net		49				2				51				13
Closed or divested sites		(21	)			(35	)			(74	)			(110	)
Number of sites at end of period		1,832				1,825				1,832				1,825
1 Excludes bulk and spot purchasers.
2 Includes all signed fuel supply agreements irrespective of fuel distribution commencement date.

 

	For the Three Months Ended September 30,								For the Nine Months Ended September 30,
Fleet Fueling Segment	2024				2023				2024				2023
Number of sites at beginning of period		294				293				298				183
Acquired sites		—				—				—				111
Closed or divested sites		(14	)			(2	)			(18	)			(3	)
Number of sites at end of period		281				295				281				295

 

Fourth Quarter and Full Year 2024 Guidance

The Company currently expects fourth quarter 2024 Adjusted EBITDA to range between $53 million and $63 million, with an assumed range of average retail fuel margin from 38 to 42 cents per gallon. This outlook translates to a full year 2024 Adjusted EBITDA range of $245 million to $255 million.

 

The Company is not providing guidance on net income at this time due to the volatility of certain required inputs that are not available without unreasonable efforts, including future fair value adjustments associated with its stock price, as well as depreciation and amortization related to its capital allocation as part of its focus on accelerating organic growth.

 

Conference Call and Webcast Details

The Company will host a conference call today to discuss these results at 5:00 p.m. Eastern Time. Investors and analysts interested in participating in the live call can dial 800-343-4136 or 203-518-9848.

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A simultaneous, live webcast will also be available on the Investor Relations section of the Company’s website at https://www.arkocorp.com/news-events/ir-calendar. The webcast will be archived for 30 days.

About ARKO Corp.

ARKO Corp. (Nasdaq: ARKO) is a Fortune 500 company that owns 100% of GPM Investments, LLC and is one of the largest operators of convenience stores and wholesalers of fuel in the United States. Based in Richmond, VA, we operate A Family of Community Brands that offer delicious, prepared foods, beer, snacks, candy, hot and cold beverages, and multiple popular quick serve restaurant brands. Our high value fas REWARDS® loyalty program offers exclusive savings on merchandise and gas. We operate in four reportable segments: retail, which includes convenience stores selling merchandise and fuel products to retail customers; wholesale, which supplies fuel to independent dealers and consignment agents; GPM Petroleum, which sells and supplies fuel to our retail and wholesale sites and charges a fixed fee, primarily to our fleet fueling sites; and fleet fueling, which includes the operation of proprietary and third-party cardlock locations, and issuance of proprietary fuel cards that provide customers access to a nationwide network of fueling sites. To learn more about GPM stores, visit: www.gpminvestments.com. To learn more about ARKO, visit: www.arkocorp.com.

Forward-Looking Statements

This document includes certain “forward-looking statements” within the meaning of the Private Securities Litigation Reform Act of 1995. These forward-looking statements may address, among other things, the Company’s expected financial and operational results and the related assumptions underlying its expected results. These forward-looking statements are distinguished by use of words such as “anticipate,” “aim,” “believe,” “continue,” “could,” “estimate,” “expect,” “guidance,” “intends,” “may,” “might,” “plan,” “possible,” “potential,” “predict,” “project,” “should,” “will,” “would” and the negative of these terms, and similar references to future periods. These statements are based on management’s current expectations and are subject to uncertainty and changes in circumstances. Actual results may differ materially from these expectations due to, among other things, changes in economic, business and market conditions; the Company’s ability to maintain the listing of its common stock and warrants on the Nasdaq Stock Market; changes in its strategy, future operations, financial position, estimated revenues and losses, projected costs, prospects and plans; expansion plans and opportunities; changes in the markets in which it competes; changes in applicable laws or regulations, including those relating to environmental matters; market conditions and global and economic factors beyond its control; and the outcome of any known or unknown litigation and regulatory proceedings. Detailed information about these factors and additional important factors can be found in the documents that the Company files with the Securities and Exchange Commission, such as Form 10-K, Form 10-Q and Form 8-K. Forward-looking statements speak only as of the date the statements were made. The Company does not undertake an obligation to update forward-looking information, except to the extent required by applicable law.

Use of Non-GAAP Measures

The Company discloses certain measures on a “same store basis,” which is a non-GAAP measure. Information disclosed on a “same store basis” excludes the results of any store that is not a “same store” for the applicable period. A store is considered a same store beginning in the first quarter in

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which the store had a full quarter of activity in the prior year. The Company believes that this information provides greater comparability regarding its ongoing operating performance. Neither this measure nor those described below should be considered an alternative to measurements presented in accordance with generally accepted accounting principles in the United States (“GAAP”).

The Company defines EBITDA as net income before net interest expense, income taxes, depreciation and amortization. Adjusted EBITDA further adjusts EBITDA by excluding the gain or loss on disposal of assets, impairment charges, acquisition and divestiture costs, share-based compensation expense, other non-cash items, and other unusual or non-recurring charges.

At the segment level, the Company defines Operating Income, as adjusted, as operating income excluding the estimated fixed margin or fixed fee paid to GPMP for the cost of fuel. Each of Operating Income, as adjusted, EBITDA and Adjusted EBITDA is a non-GAAP financial measure.

The Company uses EBITDA and Adjusted EBITDA for operational and financial decision-making and believe these measures are useful in evaluating its performance because they eliminate certain items that it does not consider indicators of its operating performance. Additionally, the Company believes Operating Income, as adjusted provides greater comparability regarding its ongoing segment operating performance by eliminating intercompany charges at the segment level. EBITDA and Adjusted EBITDA are also used by many of its investors, securities analysts, and other interested parties in evaluating its operational and financial performance across reporting periods. The Company believes that the presentation of EBITDA and Adjusted EBITDA provides useful information to investors by allowing an understanding of key measures that it uses internally for operational decision-making, budgeting, evaluating acquisition targets, and assessing its operating performance.

Operating Income, as adjusted, EBITDA and Adjusted EBITDA are not recognized terms under GAAP and should not be considered as a substitute for net income or any other financial measure presented in accordance with GAAP. These measures have limitations as analytical tools and should not be considered in isolation or as substitutes for analysis of its results as reported under GAAP. The Company strongly encourages investors to review its financial statements and publicly filed reports in their entirety and not to rely on any single financial measure.

Because non-GAAP financial measures are not standardized, same store measures, Operating Income, as adjusted, EBITDA and Adjusted EBITDA, as defined by the Company, may not be comparable to similarly titled measures reported by other companies. It therefore may not be possible to compare the Company’s use of these non-GAAP financial measures with those used by other companies.

 

Company Contact

Jordan Mann

ARKO Corp.

investors@gpminvestments.com

 

Investor Contact

Sean Mansouri, CFA

Elevate IR

(720) 330-2829

ARKO@elevate-ir.com

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	Condensed Consolidated Statements of Operations
	For the Three Months Ended September 30,								For the Nine Months Ended September 30,
	2024				2023				2024				2023
	(in thousands)
Revenues:
Fuel revenue	$	1,783,871			$	2,086,392			$	5,302,734			$	5,705,156
Merchandise revenue		469,616				506,425				1,358,519				1,391,274
Other revenues, net		25,749				29,237				78,600				83,141
Total revenues		2,279,236				2,622,054				6,739,853				7,179,571
Operating expenses:
Fuel costs		1,626,399				1,923,869				4,855,462				5,262,854
Merchandise costs		315,597				345,699				913,823				952,925
Site operating expenses		222,744				226,698				665,366				637,383
General and administrative expenses		38,636				44,116				123,230				127,192
Depreciation and amortization		33,132				33,713				98,425				94,949
Total operating expenses		2,236,508				2,574,095				6,656,306				7,075,303
Other expenses, net		1,159				3,885				3,896				11,561
Operating income		41,569				44,074				79,651				92,707
Interest and other financial income		3,135				9,371				26,462				18,897
Interest and other financial expenses		(26,759	)			(23,950	)			(73,910	)			(67,238	)
Income before income taxes		17,945				29,495				32,203				44,366
Income tax expense		(8,300	)			(7,993	)			(9,139	)			(10,849	)
Income (loss) from equity investment		29				(14	)			79				(77	)
Net income	$	9,674			$	21,488			$	23,143			$	33,440
Less: Net income attributable to   non-controlling interests		—				48				—				149
Net income attributable to ARKO Corp.	$	9,674			$	21,440			$	23,143			$	33,291
Series A redeemable preferred stock dividends		(1,446	)			(1,449	)			(4,305	)			(4,301	)
Net income attributable to common   shareholders	$	8,228			$	19,991			$	18,838			$	28,990
Net income per share attributable to common   shareholders – basic	$	0.07			$	0.17			$	0.16			$	0.24
Net income per share attributable to common   shareholders – diluted	$	0.07			$	0.17			$	0.16			$	0.24
Weighted average shares outstanding:
Basic		115,771				118,389				116,262				119,505
Diluted		117,888				120,292				117,342				120,602

 

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	Condensed Consolidated Balance Sheets
	September 30, 2024				December 31, 2023
	(in thousands)
Assets
Current assets:
Cash and cash equivalents	$	291,697			$	218,120
Restricted cash		27,314				23,301
Short-term investments		5,132				3,892
Trade receivables, net		117,890				134,735
Inventory		236,487				250,593
Other current assets		101,428				118,472
Total current assets		779,948				749,113
Non-current assets:
Property and equipment, net		740,761				742,610
Right-of-use assets under operating leases		1,406,429				1,384,693
Right-of-use assets under financing leases, net		159,110				162,668
Goodwill		300,032				292,173
Intangible assets, net		187,999				214,552
Equity investment		2,964				2,885
Deferred tax asset		58,573				52,293
Other non-current assets		52,485				49,377
Total assets	$	3,688,301			$	3,650,364
Liabilities
Current liabilities:
Long-term debt, current portion	$	15,372			$	16,792
Accounts payable		209,102				213,657
Other current liabilities		173,578				179,536
Operating leases, current portion		70,120				67,053
Financing leases, current portion		11,175				9,186
Total current liabilities		479,347				486,224
Non-current liabilities:
Long-term debt, net		869,323				828,647
Asset retirement obligation		87,331				84,710
Operating leases		1,424,834				1,395,032
Financing leases		211,380				213,032
Other non-current liabilities		236,081				266,602
Total liabilities		3,308,296				3,274,247
Series A redeemable preferred stock		100,000				100,000
Shareholders' equity:
Common stock		12				12
Treasury stock		(106,123	)			(74,134	)
Additional paid-in capital		272,604				245,007
Accumulated other comprehensive income		9,119				9,119
Retained earnings		104,393				96,097
Total shareholders' equity		280,005				276,101
Non-controlling interest		—				16
Total equity		280,005				276,117
Total liabilities, redeemable preferred stock and equity	$	3,688,301			$	3,650,364

 

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	Condensed Consolidated Statements of Cash Flows
	For the Three Months Ended September 30,								For the Nine Months Ended September 30,
	2024				2023				2024				2023
	(in thousands)
Cash flows from operating activities:
Net income	$	9,674			$	21,488			$	23,143			$	33,440
Adjustments to reconcile net income to net   cash provided by operating activities:
Depreciation and amortization		33,132				33,713				98,425				94,949
Deferred income taxes		2,269				10,087				(3,660	)			(4,028	)
Loss on disposal of assets and impairment   charges		1,752				2,265				5,137				5,543
Foreign currency (gain) loss		(16	)			72				41				130
Gain from issuance of shares as payment of   deferred consideration related to business   acquisition		—				—				(2,681	)			—
Gain from settlement related to business   acquisition		—				—				(6,356	)			—
Amortization of deferred financing costs and   debt discount		668				644				2,000				1,857
Amortization of deferred income		(3,757	)			(2,373	)			(10,126	)			(6,302	)
Accretion of asset retirement obligation		628				572				1,871				1,690
Non-cash rent		3,634				3,860				10,805				10,418
Charges to allowance for credit losses		92				448				733				1,021
(Income) loss from equity investment		(29	)			14				(79	)			77
Share-based compensation		2,149				4,614				8,262				13,238
Fair value adjustment of financial assets and   liabilities		1,443				(6,379	)			(10,763	)			(11,627	)
Other operating activities, net		66				1,303				752				2,279
Changes in assets and liabilities:
Decrease (increase) in trade receivables		37,596				(44,314	)			16,112				(62,487	)
Decrease (increase) in inventory		14,655				(9,178	)			17,427				(17,386	)
Decrease (increase) in other assets		8,066				(17,464	)			13,909				(28,429	)
(Decrease) increase in accounts payable		(32,614	)			15,087				(6,137	)			29,667
Increase in other current liabilities		23,768				16,643				17,844				8,992
(Decrease) increase in asset retirement   obligation		(163	)			—				(283	)			46
Increase in non-current liabilities		6,143				1,719				22,754				5,719
Net cash provided by operating activities		109,156				32,821				199,130				78,807
Cash flows from investing activities:
Purchase of property and equipment		(29,269	)			(25,565	)			(77,781	)			(75,603	)
Purchase of intangible assets		—				(10	)			—				(45	)
Proceeds from sale of property and equipment		1,058				10,621				51,353				307,106
Business acquisitions, net of cash		(91	)			(13,268	)			(54,549	)			(494,904	)
Loans to equity investment, net		14				—				42				—
Net cash used in investing activities		(28,288	)			(28,222	)			(80,935	)			(263,446	)
Cash flows from financing activities:
Receipt of long-term debt, net		—				4,600				47,556				78,833
Repayment of debt		(6,714	)			(6,006	)			(20,563	)			(16,517	)
Principal payments on financing leases		(1,274	)			(1,325	)			(3,580	)			(4,237	)

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Early settlement of deferred consideration   related to business acquisition		—				—				(17,155	)			—
Proceeds from sale-leaseback		—				—				—				80,397
Payment of Ares Put Option		—				—				—				(9,808	)
Common stock repurchased		—				(11,636	)			(31,989	)			(25,199	)
Dividends paid on common stock		(3,473	)			(3,559	)			(10,542	)			(10,775	)
Dividends paid on redeemable preferred stock		(1,446	)			(1,449	)			(4,305	)			(4,301	)
Net cash (used in) provided by financing   activities		(12,907	)			(19,375	)			(40,578	)			88,393
Net increase (decrease) in cash and cash   equivalents and restricted cash		67,961				(14,776	)			77,617				(96,246	)
Effect of exchange rate on cash and cash   equivalents and restricted cash		11				(62	)			(27	)			(83	)
Cash and cash equivalents and restricted cash,   beginning of period		251,039				235,278				241,421				316,769
Cash and cash equivalents and restricted cash,   end of period	$	319,011			$	220,440			$	319,011			$	220,440

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

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Supplemental Disclosure of Non-GAAP Financial Information

		Reconciliation of EBITDA and Adjusted EBITDA
		For the Three Months Ended September 30,								For the Nine Months Ended September 30,
		2024				2023				2024				2023
		(in thousands)
Net income		$	9,674			$	21,488			$	23,143			$	33,440
Interest and other financing expenses, net			23,624				14,579				47,448				48,341
Income tax expense			8,300				7,993				9,139				10,849
Depreciation and amortization			33,132				33,713				98,425				94,949
EBITDA			74,730				77,773				178,155				187,579
Acquisition and divestiture costs (a)			1,729				1,127				3,919				7,980
Loss on disposal of assets and impairment charges (b)			1,752				2,265				5,137				5,543
Share-based compensation expense (c)			2,149				4,614				8,262				13,238
(Income) loss from equity investment (d)			(29	)			14				(79	)			77
Fuel and franchise taxes received in arrears (e)			(862	)			—				(1,427	)			—
Adjustment to contingent consideration (f)			(706	)			952				(998	)			(672	)
Other (g)			14				558				(957	)			726
Adjusted EBITDA		$	78,777			$	87,303			$	192,012			$	214,471
Additional information
Non-cash rent expense (h)		$	3,634			$	3,860			$	10,805			$	10,418
(a) Eliminates costs incurred that are directly attributable to business acquisitions and divestitures (including conversion of retail stores to dealer sites) and salaries of employees whose primary job function is to execute the Company's acquisition and divestiture strategy and facilitate integration of acquired operations.
(b) Eliminates the non-cash loss from the sale of property and equipment, the loss recognized upon the sale of related leased assets, and impairment charges on property and equipment and right-of-use assets related to closed and non-performing sites.
(c) Eliminates non-cash share-based compensation expense related to the equity incentive program in place to incentivize, retain, and motivate employees, certain non-employees and members of the Board.
(d) Eliminates the Company's share of (income) loss attributable to its unconsolidated equity investment.
(e) Eliminates the receipt of historical fuel and franchise tax amounts for multiple prior periods.
(f) Eliminates fair value adjustments to the contingent consideration owed to the seller for the 2020 Empire acquisition.
(g) Eliminates other unusual or non-recurring items that the Company does not consider to be meaningful in assessing operating performance.
(h) Non-cash rent expense reflects the extent to which GAAP rent expense recognized exceeded (or was less than) cash rent payments. GAAP rent expense varies depending on the terms of the Company's lease portfolio. For newer leases, rent expense recognized typically exceeds cash rent payments, whereas, for more mature leases, rent expense recognized is typically less than cash rent payments.

 

 

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Supplemental Disclosures of Segment Information

Retail Segment

	For the Three Months Ended September 30,								For the Nine Months Ended September 30,
	2024				2023				2024				2023
	(in thousands)
Revenues:
Fuel revenue	$	929,783			$	1,086,405			$	2,730,583			$	2,945,243
Merchandise revenue		469,616				506,425				1,358,519				1,391,274
Other revenues, net		16,082				19,750				49,496				57,302
Total revenues		1,415,481				1,612,580				4,138,598				4,393,819
Operating expenses:
Fuel costs		826,765				980,161				2,443,499				2,661,406
Merchandise costs		315,597				345,699				913,823				952,925
Site operating expenses		202,097				205,216				602,664				578,496
Total operating expenses		1,344,459				1,531,076				3,959,986				4,192,827
Operating income		71,022				81,504				178,612				200,992
Intercompany charges by GPMP 1		14,072				15,022				40,920				42,149
Operating income, as adjusted	$	85,094			$	96,526			$	219,532			$	243,141
1 Represents the estimated fixed margin or fixed fee paid to GPMP for the cost of fuel.

 

The table below shows financial information and certain key metrics of recent acquisitions in the Retail Segment that do not have (or have only partial) comparable information for any of the prior periods.

	For the Three Months Ended September 30, 2024												For the Nine Months Ended September 30, 2024
	Speedy's 1				SpeedyQ 2				Total				Speedy's 1				SpeedyQ 2				Total
	(in thousands)
Date of Acquisition:	Aug 15, 2023				Apr 9, 2024								Aug 15, 2023				Apr 9, 2024
Revenues:
Fuel revenue	$	4,894			$	14,222			$	19,116			$	14,248			$	27,578			$	41,826
Merchandise revenue		2,668				7,512				10,180				7,577				14,250				21,827
Other revenues, net		50				271				321				156				498				654
Total revenues		7,612				22,005				29,617				21,981				42,326				64,307
Operating expenses:
Fuel costs		4,400				12,466				16,866				12,873				24,280				37,153
Merchandise costs		1,713				5,363				7,076				4,806				10,236				15,042
Site operating   expenses		1,195				3,329				4,524				3,307				6,387				9,694
Total operating   expenses		7,308				21,158				28,466				20,986				40,903				61,889
Operating income		304				847				1,151			$	995			$	1,423			$	2,418
Intercompany charges   by GPMP 3		79				212				291				229				405				634
Operating income, as   adjusted	$	383			$	1,059			$	1,442			$	1,224			$	1,828			$	3,052
Fuel gallons sold		1,590				4,240				5,830				4,593				8,097				12,690
Fuel contribution 4	$	573			$	1,968			$	2,541			$	1,604			$	3,703			$	5,307

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Merchandise   contribution 5	$	955			$	2,149			$	3,104			$	2,771			$	4,014			$	6,785
Merchandise margin 6		35.8	%			28.6	%							36.6	%			28.2	%
1 Acquisition of seven Speedy's retail stores.
2 Acquisition of 21 SpeedyQ retail stores.
3 Represents the estimated fixed margin paid to GPMP for the cost of fuel.
4 Calculated as fuel revenue less fuel costs; excludes the estimated fixed margin paid to GPMP for the cost of fuel.
5 Calculated as merchandise revenue less merchandise costs.
6 Calculated as merchandise contribution divided by merchandise revenue.

 

Wholesale Segment

 

	For the Three Months Ended September 30,								For the Nine Months Ended September 30,
	2024				2023				2024				2023
	(in thousands)
Revenues:
Fuel revenue	$	720,646			$	843,891			$	2,147,853			$	2,339,878
Other revenues, net		6,751				6,265				20,459				18,866
Total revenues		727,397				850,156				2,168,312				2,358,744
Operating expenses:
Fuel costs		709,408				830,121				2,115,367				2,305,098
Site operating expenses		9,817				10,009				28,682				29,303
Total operating expenses		719,225				840,130				2,144,049				2,334,401
Operating income		8,172			$	10,026			$	24,263			$	24,343
Intercompany charges by GPMP 1		12,122				12,559				35,590				36,528
Operating income, as adjusted	$	20,294			$	22,585			$	59,853			$	60,871
1 Represents the estimated fixed margin or fixed fee paid to GPMP for the cost of fuel.

 

Fleet Fueling Segment

 

	For the Three Months Ended September 30,								For the Nine Months Ended September 30,
	2024				2023				2024				2023
	(in thousands)
Revenues:
Fuel revenue	$	125,933			$	145,496			$	398,266			$	394,136
Other revenues, net		2,335				2,575				7,004				5,202
Total revenues		128,268				148,071				405,270				399,338
Operating expenses:
Fuel costs		111,554				133,037				355,761				356,703
Site operating expenses		5,876				6,206				18,861				16,039
Total operating expenses		117,430				139,243				374,622				372,742
Operating income		10,838				8,828				30,648				26,596
Intercompany charges by GPMP 1		1,802				1,832				5,452				5,077
Operating income, as adjusted	$	12,640			$	10,660			$	36,100			$	31,673
1 Represents the estimated fixed fee paid to GPMP for the cost of fuel.

 

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v3.24.3

Document And Entity Information	Nov. 07, 2024
Document Information [Line Items]
Document Type	8-K
Amendment Flag	false
Document Period End Date	Nov. 07, 2024
Entity Registrant Name	ARKO Corp.
Entity Central Index Key	0001823794
Entity Emerging Growth Company	false
Entity File Number	001-39828
Entity Incorporation, State or Country Code	DE
Entity Tax Identification Number	85-2784337
Entity Address, Address Line One	8565 Magellan Parkway
Entity Address, Address Line Two	Suite 400
Entity Address, City or Town	Richmond
Entity Address, State or Province	VA
Entity Address, Postal Zip Code	23227-1150
City Area Code	(804)
Local Phone Number	730-1568
Written Communications	false
Soliciting Material	false
Pre-commencement Tender Offer	false
Pre-commencement Issuer Tender Offer	false
Common Stock [Member]
Document Information [Line Items]
Title of 12(b) Security	Common Stock, $0.0001 par value per share
Trading Symbol	ARKO
Security Exchange Name	NASDAQ
Warrants Each Warrant Exercisable For One Share Of Common Stock At An Exercise Price Of 11.50 [Member]
Document Information [Line Items]
Title of 12(b) Security	Warrants, each warrant exercisable for one share of Common Stock at an exercise price of $11.50
Trading Symbol	ARKOW
Security Exchange Name	NASDAQ

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